01-14-04 La Porte Redevelopment Authority Meeting minutes

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ANDREWS ATTORNEYS KURT H LLP 600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com January _, 2004 Boards of Directors Tax Increment Reinvestment Zone No. 1 City of La Porte, Texas and La Porte Redevelopment Authority c/o City of La Porte, Texas 604 West Fairmont Parkway La Porte, Texas 77571 Re: Engagement of Andrews Kurth LLP to Perform Legal Services Dear Members of the Boards of Directors: We are pleased to submit to you a proposed agreement for Andrews Kurth LLP ("AK"), Houston, Texas, to provide legal services for Tax Increment Reinvestment Zone No.1, City of La Porte, Texas (the "Zone") and the City of La Porte Redevelopment Authority (the "Authority"). When approved by you, this letter will become effective and will evidence an agreement between AK and, collectively, the Zone and the Authority. y''-' Bond Counsel Services - Basic and Additional AK will provide legal services to the Authority as its Bond Counsel with respect to notes, bonds and other possible debt obligations that the Authority may issue. (Such bonds, notes or other obligations are collectively referred to herein as "Bonds.") As Bond Counsel, AK will prepare, or assist the appropriate Authority officials and staff in the preparation of, all required legal proceedings and will perform certain other necessary legal work in connection with the Authority's authorization, issuance and sale of each series of the Bonds. Services as Bond Counsel will include the following Basic Services, which will be carried out directly or in concert with Authority officials and staff, as follows: (1) Preparation of the resolutions, orders and indentures authorizing issuance of each series of the Bonds and all other instruments which comprise the transcript of legal proceedings pertaining to the authorization, issuance and sale of each such series; (2) Attendance at meetings, to the extent required or requested by the appropriate Authority officials and staff, to discuss the sizing, timing or sale of each series of the Bonds; (3) Consultation with Authority officials and staff and the Authority's financial advisors to review information to be included in the offering documents for each series of Bonds, but only to the extent that such information describes such series, the security therefor, their federal income tax status and our opinion; ..- (4) Preparation and submission of transcripts of legal proceedings pertaining to the issuance of each series of the Bonds to the Attorney General to obtain an approving opinion; HOU:2229311.4 Austin Dallas Houston London Los Angeles New York The Woodlands Washington, DC